Founder conflict: disagreement on fund raising

Is there such a thing as disagreement among founders on fund raising? Isn’t external fund raising seen as some kind of marker of validation for startups, one that sets them on the growth path like a rocket ship?

Yes, I know you are incredulous.

But it happens.

Founders can and do disagree on the idea of external fund raising, on the timing, on terms, on some combination of these.

First, the idea of external capital. In his research, Stanford’s Professor Noam Wasserman has found that most founders give up management control long before their companies have an IPO. The process of letting go of control to maximise financial gain, he found, is not easy. He asks: do you want to be “rich” (less control but maximum financial gain) or do you want to be “king” (all control but less than potential financial gain)? These two aims are often at odds with each other. It is important to understand and agree on the vision for the startup, but also on how each founder visualises the path to get there.

Can doing due diligence before agreeing to be cofounders help us with the dilemma in the future? May be.

How can you assess whether you are talking to a “rich” or a “king” type potential cofounder? Look at their past decisions! Even though past behaviour may not be a guarantee of future decisions or performance. How did they choose investors, employees, team mates? What kind of relationships have they built and with what kind of people? Did they make different decisions when they were in control versus when they were given an order?

Doing all this helps, but the revealed preference when push comes to shove may be quite different. That is where conflicts arise, and as conflicts go, this one is pretty fundamental to the direction a startup will take. The founder who wants to be “king” may not want external funding, which means the startup may have to rely on organic, often slower, growth. The founder who wants to be “rich” would want to get on with the job of raising capital, and will have to be the one to recognise signals that warn him or her of the challenges ahead.

Second, some founders may disagree on when to raise funds. Fund raising can take anywhere from 6 months to a year. Founders, who disagree on timing, may also not recognise that fund raising takes time and that the company may run out of money before they succeed at raising. This can be a challenge to the existence of the business. Founders need to start discussing and working on the fund raising much earlier than they think they will want the money.

Third, some founders may disagree on terms on which to accept money. Since no investor worth taking money from will fund an unincorporated company, this is something founders can and should have addressed at the time of forming the company.

The question of resolving disagreements amongst founders would have been addressed in a good shareholder rights agreement. Including the scenario, where there is an impasse or a deadlock on a material action such as fund raising. Remember how I have harped through this column series on about paying a competent lawyer? This is another reason why. A good lawyer would have had experience of conflict and conflict resolution between founders, and should have advised you on its probability.

If there is no shareholder rights agreement in place, then like much else, it is a matter of negotiation. That means the outcome cannot be predicted.

Finally, what if you come to the fund raise, and one of the founders wants out? Should the other founders try to talk him or her into staying, or should they let him or her go? This can be tricky. The founder, who wants out, may be tired, fed up, no longer interested. The feelings can be fleeting or they may have made up their mind. Find out which it is. Make a call on whether it is a distraction you can afford right now. Whatever it is, your shareholding rights agreement should have addressed this scenario. When someone wants to go, let them go. As long as the rest of you are on the same page, you have a finite chance of making something of your startup and your vision.